Cheer Holding Announces Receipt of Two Preliminary Non-Binding Proposals to Acquire All of Its Shares

Rhea-AI Summary

Cheer Holding (NASDAQ: CHR) announced that its Board received two preliminary non-binding proposals to acquire all outstanding Class A ordinary shares.

The proposals are: (i) Zhongsheng Dingxin dated Nov 1, 2025 offering US$0.56 per Class A Share, and (ii) Excel Ally Ventures dated Nov 4, 2025 offering US$0.52 per Class A Share. The Board will form a Special Committee of independent directors to evaluate the Proposed Transactions and may retain independent financial and legal advisors.

The Company cautioned there is no assurance any definitive offer or transaction will occur and said it will file a Form 6-K with the proposal letters at the SEC.

Positive

• Two preliminary cash proposals received on Nov 1 and Nov 4, 2025
• Highest proposed price: US$0.56 per Class A Share
• Board forming Special Committee of independent directors
• Company to file a Form 6-K including proposal letters

Negative

• Proposals are non-binding with no assurance of a transaction
• Two offers differ by US$0.04 per share, creating price uncertainty
• Company does not undertake obligation to provide updates except as required

Insights

M&A Strategist

Two preliminary, non-binding cash proposals create a clear strategic review process but no transaction certainty.

The Board received two preliminary non-binding proposals to buy all Class A shares for $0.56 and $0.52 per share on Nov. 05, 2025. The Board will form a Special Committee of independent directors and may hire an independent financial advisor and legal counsel to evaluate the offers and other strategic alternatives. This sets a standard takeover review pathway: independent review, outside advisors, and a formal SEC disclosure via Form 6-K.

Key dependencies and risks include the non-binding nature of both letters, no assurance a definitive offer will follow, and potential timing uncertainty while the Special Committee conducts its review. Watch for the Special Committee formation, retention of an independent financial advisor, the filing of the Form 6-K annexes, and any definitive agreement within the next several weeks to months.

Corporate Governance Expert

Independent review governance is in motion; shareholders should expect controlled process and limited disclosures until decisions occur.

The Board explicitly cautioned that it just received the proposals and has made no decisions; it will form a Special Committee of independent directors to evaluate the proposed transactions and other alternatives. That committee’s right to hire independent advisors aligns with standard fiduciary steps to manage conflicts and demonstrate procedural fairness when an existing shareholder and a third party propose acquisitions.

Material monitorables are the Special Committee appointment, advisor retention, and the Form 6-K annex containing both proposal letters; those filings will provide the concrete terms the Committee will evaluate. The announcement gives no committed timeline or guarantee of consummation, so outcomes remain uncertain until the committee reports or a definitive agreement is filed.

BEIJING, Nov. 05, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” or the “Company”), a leading provider of advanced mobile internet infrastructure and platform services, today announced that its Board of Directors (the “Board”) has received the following non-binding proposals (the “Proposals”):

(i) a preliminary non-binding proposal letter, dated November 1, 2025, from Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd., an existing shareholder of the Company, proposing to acquire all of the outstanding Class A ordinary shares of the Company, par value $0.001 per share (“Class A Shares”) for US$0.56 in cash per Class A Share, and

(ii) a preliminary non-binding proposal letter, dated November 4, 2025, from Excel Ally Ventures Limited proposing to acquire all of the outstanding Class A Shares for US$0.52 in cash per Class A Share (the “Proposed Transactions”).

The Board will form a special committee (the “Special Committee”) consisting of independent directors to evaluate and consider the Proposed Transactions as well as other potential strategic alternatives that the Company may pursue. The Special Committee will have the right to retain advisors, including an independent financial advisor and independent legal counsel, to assist it in its evaluation.

The Board cautions the Company’s shareholders and others considering trading the Company’s securities that the Board has just received the Proposals and has not made any decisions with respect to the Proposals. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that the Proposed Transactions or any other transaction will be approved or consummated.

The Company does not undertake any obligation to provide any updates with respect to the Proposals or any other transaction, except as required under applicable law.

Additional Information about the Proposals

The Company will furnish to the U.S. Securities and Exchange Commission (the “SEC”) a current report on Form 6-K regarding the Proposals, which will include as an annex thereto the proposal letters. All parties desiring details regarding the Proposals are urged to review these documents, which will be available at the SEC’s website (http://www.sec.gov).

About Cheer Holding, Inc.

As a preeminent provider of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is dedicated to building a digital ecosystem that integrates “platforms, applications, technology, and industry” into a cohesive system, thereby creating a new, open business environment for web3.0 that leverages AI technology. The Company is developing a 5G+VR+AR+AI shared universe space that builds on cutting-edge technologies including blockchain, cloud computing, extended reality, and digital twin.

Cheer Holding’s portfolio includes a wide range of products and services, such as Polaris Intelligent Cloud, CHEERS Telepathy, CHEERS Open Data Platform, CHEERS Video, CHEERS e-Mall, CheerReal, CheerCar, CheerChat, CHEERS Fresh Group-Buying E-commerce Platform, Digital Innovation Research Institute, CHEERS Livestreaming, variety show series, IP short video matrix, and more. These offerings provide diverse application scenarios that seamlessly blend “online/offline” and “virtual/reality” elements.

With “CHEERS+” at the core of Cheer Holding’s ecosystem, the Company is committed to consolidating and strengthening its core competitiveness, and achieving long-term sustainable and scalable growth.

For more information, please visit http://ir.gsmg.co/.

Safe Harbor Statement

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, that the Company will consider or accept a proposal to take the Company private, or the possibilities that competing offers will be made. The Company is subject to a number of risks and uncertainties set forth in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s latest Annual Report on Form 20-F filed with the SEC on March 10, 2025. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.

For investor and media inquiries, please contact:

Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com

Tel: +86 1381 185 7742 (CN)

FAQ

What did Cheer Holding (CHR) announce on November 5, 2025 about acquisition proposals?

The Board received two preliminary non-binding proposals to acquire all Class A shares, dated Nov 1 and Nov 4, 2025.

What prices were offered in the proposals for CHR Class A shares?

Zhongsheng Dingxin offered US$0.56 per Class A share and Excel Ally offered US$0.52 per Class A share.

Will Cheer Holding shareholders receive detailed proposal documents for CHR?

Yes; the company will furnish a Form 6-K to the SEC that will include the proposal letters.

What is the role of the Special Committee for the CHR proposals?

A Special Committee of independent directors will evaluate the proposals and may retain independent advisors.

Does the Cheer Holding announcement guarantee a sale of CHR shares?

No; the announcement explicitly states there is no assurance any definitive offer will be made or any transaction consummated.

How can investors view the CHR proposal letters referenced in the announcement?

Investors can review the proposal letters when filed via the SEC website at www.sec.gov as part of the Form 6-K.